Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: On January 2, 2024, the Company issued a total of 8,650 unregistered shares of Company common stock to non-employee directors of the Company then serving on the Board of Directors of the Company (or, in the case of non-employee directors who elected to defer receipt of such shares pursuant to the Company's Deferred Compensation Plan for Directors and Officers (the “DCP”), to the DCP trustee), consisting of 865 shares per director.
−Removed: All of these unregistered shares were issued under the Company’s 2009 Non-Employee Director Equity Compensation Plan as partial consideration for such directors’ services during the quarter ended March 31, 2024.
−Removed: The Company issued an additional 654 unregistered shares in the aggregate on January 12, 2024 pursuant to the dividend reinvestment feature of the DCP, to the six non-employee directors who participate in the DCP.
+Added: On April 3, 2024, the Company issued a total of 8,200 unregistered shares of Company common stock to non-employee directors of the Company then serving on the Board of Directors of the Company (or, in the case of non-employee directors who elected to defer receipt of such shares pursuant to the Company's Deferred Compensation Plan for Directors and Officers (the “DCP”), to the DCP trustee), consisting of 820 shares per director.
+Added: All of these unregistered shares were issued under the Company’s 2009 Non-Employee Director Equity Compensation Plan as partial consideration for such directors’ services during the quarter ended June 30, 2024.
+Added: The Company issued an additional 678 unregistered shares in the aggregate on April 15, 2024 pursuant to the dividend reinvestment feature of the DCP, to the six non-employee directors who participate in the DCP.
These transactions were exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as transactions not involving a public offering.
3 unchanged sentences
1 - 30, 2024 139,534 $53.23 125,135 $188,337,817
−Removed: 1 - 29, 2024 15,620 $47.68 — 6,971,019
−Removed: 1 - 31, 2024 110,455 $51.91 96,133 $195,000,278
+Added: May 1 - 31, 2024 47,719 $55.51 34,722 $186,408,061
+Added: June 1 - 30, 2024 286,138 $55.38 270,662 $171,413,899
Total 473,391 $54.57 430,519 $171,413,899
+Added: Table of Content
(a) Represents (i) shares of common stock of the Company purchased with Company “matching contributions” for the accounts of participants in the Company’s 401(k) plans, (ii) shares of common stock of the Company, if any, tendered to the Company by holders of stock-based compensation awards for the payment of applicable withholding taxes, and (iii) shares of common stock of the Company purchased on the open market pursuant to the Company's share repurchase program.
1 unchanged sentence
(b) On March 8, 2024, the Company’s Board of Directors authorized the repurchase of up to $200 million of shares of the Company’s common stock.
+Added: The calculation of the dollar value of shares remaining available for purchase excludes excise taxes and brokerage fees paid by the Company in connection with the repurchase program which in the aggregate totaled $0.2 million from the beginning of the program to June 30, 2024.
Repurchases may be made from time to time in the open market or through privately negotiated transactions, including through the use of trading plans intended to qualify under SEC Rule 10b5-1, in accordance with applicable securities laws and other restrictions.
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.